NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER June 7, 2007 Abacus Mining and Exploration Corp. ("Abacus") (AME-TSX.V) announces that the brokered private placement with a syndicate of agents led by Pacific International Securities Inc. and including Dundee Securities Corporation (the "Agents"), announced on May 7, 2007 and amended on May 15, 2007, has now closed. Abacus issued 13,645,000 Units at a price of $0.70 and 11,250,000 Flow-Through Units at a price of $0.80 per Flow-Through Unit to raise gross proceeds of $18.55 million. This included Units issued as a result of the Agents' election to exercise a portion of the over-allotment option.
Each Unit consisted of one common share and one-half of one common share purchase warrant. Each Flow-Through Unit consisted of one common share issued on a flow-through basis and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share until December 6, 2008 at a price of $1.25 per share.
The Agents were paid a cash commission of $781,305 and were issued 739,000 Units and 2,489,500 Agents' Options. Each Agents' Option will entitle the holder to purchase one additional common share until December 6, 2008 at a price of $0.85 per share. Proceeds from the private placement financing will be used to finance further exploration on the Afton Project and for general working capital. The flow-through funds raised from the offering will be used for general exploration expenditures, which will constitute Canadian exploration expenses (as defined in the Canada Income Tax Act) and will be renounced for the 2007 income tax year.
All of the securities issued have a hold period expiring October 7, 2007.
In accordance with Policy 2.5 of the TSX Venture Exchange, the Company has met the requirements of a Tier 1 Company. Effective June 7, 2007, the Company's classification will change from a Tier 2 Company to a Tier 1 Company.
On Behalf of the Board,
ABACUS MINING & EXPLORATION CORPORATION
Doug Fulcher, President
Abacus Mining and Exploration Corp.
Fax: (604) 682-0307
This news release, required by applicable Canadian laws, is not for distribution to U.S. news wire services or for dissemination in the United States, and does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Abacus Mining and Exploration Corp. (the "Company") expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
The TSX Venture Exchange has not reviewed and does not accept the responsibility for the adequacy or accuracy of this news release.
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